SBCF filing — read by section

Item 7. Management’s Discussion and Analysis

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 
 
 The purpose of this discussion and analysis is to aid in understanding significant changes in the financial condition of Seacoast Banking Corporation of Florida and its subsidiaries ( “ Seacoast ” or the “ Company ” ) and their results of operations. Nearly all of the Company’s operations are contained in its banking subsidiary, Seacoast National Bank (“Seacoast Bank” or the “Bank”). Such discussion and analysis should be read in conjunction with the Company's Consolidated Financial Statements and the related notes included in this report. 
 The emphasis of this discussion will be on the years ended December 31, 2025 and 2024. Additional information about the Company’s financial condition and results of operations in 2023 and changes in the Company’s financial condition and results of operations from 2023 to 2024 may be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. 
 This discussion and analysis contains statements that may be considered “ forward-looking statements ” as defined in, and subject to the protections of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. See the “ Special Cautionary Notice Regarding Forward-Looking Statements ” for additional information regarding forward-looking statements. 
 For purposes of the following discussion, the words “ Seacoast ” or the “ Company ” refer to the combined entities of Seacoast Banking Corporation of Florida and its direct and indirect wholly owned subsidiaries. 
 
 Overview – Strategy and Results 
 Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”), a financial holding company registered under the BHC Act of 1956, is one of the largest banks in Florida, with $20.8 billion in assets and $16.3 billion in deposits as of December 31, 2025. Its principal subsidiary is Seacoast National Bank (“Seacoast Bank”), a wholly owned national banking association. The Company provides integrated financial services including commercial and consumer banking, wealth management, mortgage and insurance services to customers through advanced online and mobile banking solutions, and Seacoast Bank's network of 104 full-service branches. Seacoast's balanced growth strategy, combining organic growth with value-creating acquisitions, continues to benefit shareholders and expand the franchise. 
 Business Developments 
 On October 1, 2025, the Company completed its acquisition of VBI. This transformative transaction expands the Company’s presence in North Central Florida and into The Villages® community, adding $1.2 billion in loans and $3.5 billion in deposits, along with 19 branches. VBI’s future growth potential and low loan-to-deposit ratio provide significant opportunity for expansive growth throughout the Seacoast footprint. Full integration and system conversion activities are expected to be completed early in the third quarter of 2026. 
 In the third quarter of 2025, the Company completed its acquisition of Heartland, adding approximately $153.3 million in loans and $705.2 million in deposits, along with four branches in Central Florida. Integration activities, including system conversion, were also completed in the third quarter of 2025. 
 Seacoast’s balanced growth strategy includes both acquisitions and organic growth initiatives. In recent years, Seacoast has added experienced bankers in dynamic and growing markets, leading to significant growth in new relationships. These efforts have supported core deposit generation, loan production, and expansion of client relationships across multiple product lines. In 2025, Seacoast expanded its footprint with the opening of five new branch locations, including four in some of Florida's fastest-growing markets, and its first location outside Florida, in Woodstock, Georgia. 
 
 
 
 Results of Operations 
 2025 Financial Performance Highlights 
 • Net income of $144.9 million, an increase of $23.9 million, or 20%, compared to 2024, and adjusted net income 1 of $169.5 million, an increase of $37.0 million, or 28%, compared to 2024. 
 • On an adjusted basis, pre-tax pre-provision earnings 1 of $274.7 million increased 45% from the prior year. 
 
 1 Non-GAAP measure, see “ Explanation of Certain Unaudited Non-GAAP Financial Measures ” for more information and a reconciliation to GAAP. 
 
 
 33 

 Table of Contents 

 • Net interest income grew $121.5 million, or 28%, to $553.5 million, and the net interest margin expanded 34 basis points to 3.58%. 
 • 9% organic loan growth, reflecting the value of investments made in recent years to attract talent and expand the commercial banking team. 
 • 78% loan-to-deposit ratio, well positioned for continued growth and value creation. 
 • Continued strong capital position, with a Tier 1 capital ratio of 14.5%, and a tangible equity (including convertible preferred stock) to tangible assets ratio of 9.31%. Tangible equity and assets exclude goodwill and other intangible assets. 
 
 Net Interest Income and Margin 
 Net interest income for the year ended December 31, 2025, totaled $553.5 million, increasing $121.5 million, or 28%, compared to the year ended December 31, 2024. The increase was largely driven by growing loan and securities balances, along with lower deposit costs. Net interest income (on an FTE basis) 1 for the year ended December 31, 2025, was $556.3 million, increasing $123.3 million, or 28%, compared to the year ended December 31, 2024. 
 Net interest margin (on an FTE basis) 1 increased 34 basis points to 3.58% in 2025 compared to 3.24% in 2024, largely driven by lower deposit costs. Average interest-earning assets increased $2.2 billion, or 16%, during 2025 to $15.5 billion compared to $13.4 billion in 2024. During 2025, yields on interest-earning assets decreased to 5.40% from 5.44% in 2024 due to the lower interest rate environment. Average interest-bearing liabilities increased $1.8 billion, or 20%, during 2025 to $11.0 billion, including a $1.4 billion, or 17%, increase in interest-bearing deposits. The cost of average interest-bearing liabilities in 2025 decreased 63 basis points to 2.57% from 3.20% in 2024. 
 During 2025, average investment securities increased $1.2 billion to $3.9 billion, primarily due to bank acquisitions. Yields on securities increased 30 basis points from 3.68% in 2024 to 3.98% in 2025, reflecting the higher yield securities purchased and acquired. The Company actively manages the securities portfolio, and identified strategic restructuring opportunities in the fourth quarter of 2024 and the first quarter of 2026 that enhanced the portfolio's yield and positioning. Additional liquidity obtained through bank acquisitions provided further flexibility, and acquired securities portfolios were repositioned to align with higher yields. 
 Average loans totaled $11.0 billion for the year ended December 31, 2025, increasing $939.2 million, or 9%, compared to $10.1 billion for the year ended December 31, 2024, through a combination of organic growth and bank acquisitions. Yields on loans increased four basis points from 5.93% in 2024 to 5.97% in 2025. Accretion of purchase discount on acquired loans added $39.0 million in interest income, adding 35 basis points to loan yields, for the year ended December 31, 2025, compared to $41.7 million, or 42 basis points, for the year ended December 31, 2024. 
 The Company’s deposit mix remains favorable, with 86% of average deposit balances comprised of savings, money market, and demand deposits in 2025. The cost of average total deposits (including noninterest-bearing demand deposits) decreased by 44 basis points to 1.79% in 2025, compared to 2.23% in 2024. The cost of funds decreased by 38 basis points to 1.94% in 2025, compared to 2.32% in 2024. 
 Sweep repurchase agreements with customers averaged $252.2 million for the year ended December 31, 2025, a decrease of $17.1 million, or 6%, compared to $269.3 million for the year ended December 31, 2024. The average rate on customer repurchase accounts was 2.46% in 2025, compared to 3.49% in 2024. 
 The Company had an average balance of $592.9 million in FHLB borrowings outstanding for the year ended December 31, 2025, with an average interest rate of 4.27%. The average balance of FHLB borrowings was $184.0 million at 4.20% in 2024. The Company utilized short-term fixed-rate advances to fund securities purchases throughout 2025. 
 In 2025, average long-term debt of $107.5 million had an average rate of 6.20%. In 2024, average long-term debt of $106.6 million had an average rate of 7.02%. 
 
 
 
 
 
 34 

 Table of Contents 

 The following table details the Company’s average balance sheets, interest income and expenses, and yields and rates 1 , for the past three years: 
 
 For the Year Ended December 31, 
 2025 2024 2023 
 (In thousands, except ratios) Average
Balance Interest Yield/
Rate Average
Balance Interest Yield/
Rate Average
Balance Interest Yield/
Rate 
 Assets 
 Earning assets: 
 Securities: 
 Taxable $ 3,835,729 $ 151,280 3.94 % $ 2,702,763 $ 99,456 3.68 % $ 2,611,299 $ 82,926 3.18 % 
 Nontaxable 83,604 4,543 5.43 5,707 164 2.87 13,733 438 3.19 
 Total Securities 3,919,333 155,823 3.98 2,708,470 99,620 3.68 2,625,032 83,364 3.18 
 
 Federal funds sold 425,320 17,710 4.16 446,149 23,619 5.29 368,659 18,871 5.12 
 Interest-bearing deposits with other banks and other investments 151,359 6,944 4.59 102,552 4,983 4.86 90,692 5,718 6.30 
 
 Total Loans, net 11,035,340 658,728 5.97 10,096,189 598,411 5.93 9,889,070 581,825 5.88 
 Total Earning Assets 15,531,352 839,205 5.40 % 13,353,360 726,633 5.44 % 12,973,453 689,778 5.32 % 
 
 ACL (149,478) (144,280) (150,982) 
 Cash and due from banks 157,955 167,367 184,035 
 Bank premises and equipment, net 123,456 110,341 116,516 
 Intangible assets 913,906 815,945 816,662 
 BOLI 318,261 303,486 290,218 
 Other assets including DTAs 340,007 327,539 392,872 
 Total Assets $ 17,235,459 $ 14,933,758 $ 14,622,774 
 
 Liabilities, Convertible Preferred Stock & Shareholders' Equity 
 Interest-bearing liabilities: 
 Interest-bearing demand $ 3,038,889 $ 45,781 1.51 % $ 2,614,893 $ 54,960 2.10 % $ 2,686,936 $ 41,438 1.54 % 
 Savings 665,860 3,955 0.59 570,046 2,283 0.40 851,347 1,796 0.21 
 Money market 4,473,830 127,644 2.85 3,775,352 140,967 3.73 2,941,916 83,301 2.83 
 Time deposits 1,887,214 67,348 3.57 1,656,269 70,777 4.27 1,348,152 52,254 3.88 
 Securities sold under agreements to repurchase 252,168 6,210 2.46 269,255 9,390 3.49 270,999 8,323 3.07 
 FHLB borrowings 592,946 25,294 4.27 183,962 7,726 4.20 175,247 6,378 3.64 
 Long-term debt, net and other 107,523 6,666 6.20 106,624 7,485 7.02 104,158 7,245 6.96 
 Total Interest-Bearing Liabilities 11,018,430 282,898 2.57 % 9,176,401 293,588 3.20 % 8,378,755 200,735 2.40 % 
 
 Noninterest demand 3,582,837 3,455,907 4,087,335 
 Other liabilities 162,256 149,389 131,302 
 Total Liabilities 14,763,523 12,781,697 12,597,392 
 
 Convertible preferred stock 86,487 — — 
 
 Shareholders' equity 2,385,449 2,152,061 2,025,382 
 Total Liabilities, Convertible Preferred Stock & Equity $ 17,235,459 $ 14,933,758 $ 14,622,774 
 
 Cost of deposits 1.79 % 2.23 % 1.50 % 
 Cost of funds 2 
 1.94 % 2.32 % 1.61 % 
 Interest expense as a % of earning assets 1.82 % 2.20 % 1.55 % 
 Net interest income as a % of earning assets $ 556,307 3.58 % $ 433,045 3.24 % $ 489,043 3.77 % 
 
 1 On an FTE basis. All yields and rates have been computed using amortized costs. Fees on loans have been included in interest on loans. Nonaccrual loans are included in loan balances. 
 
 2 Total interest expense as a percentage of total interest-bearing liabilities and noninterest demand deposits. 
 

 35 

 
 Table of Contents 

 The following table shows the impact of changes in volume and rate on interest-earning assets and interest-bearing liabilities 1 : 
 
 2025 vs 2024 2024 vs 2023 
 Due to Change in: Due to Change in: 
 (In thousands) Volume Rate Total Volume Rate Total 
 Amount of increase (decrease) 
 Interest-Earning Assets: 
 Securities 
 Taxable $ 43,187 $ 8,637 $ 51,824 $ 3,135 $ 13,395 $ 16,530 
 Nontaxable 3,236 1,143 4,379 (243) (31) (274) 
 Total Securities 46,423 9,780 56,203 2,892 13,364 16,256 
 
 Federal funds sold (985) (4,924) (5,909) 4,034 714 4,748 
 Other investments 2,305 (344) 1,961 662 (1,397) (735) 
 
 Loans 55,862 4,455 60,317 12,231 4,355 16,586 
 Total Interest-Earning Assets 103,605 8,967 112,572 19,819 17,036 36,855 
 
 Interest-Bearing Liabilities: 
 Interest-bearing demand 7,650 (16,829) (9,179) (1,313) 14,835 13,522 
 Savings 476 1,196 1,672 (860) 1,347 487 
 Money market accounts 23,004 (36,328) (13,324) 27,359 30,307 57,666 
 Time deposits 9,055 (12,484) (3,429) 12,555 5,968 18,523 
 Total Deposits 40,185 (64,445) (24,260) 37,741 52,457 90,198 
 
 Securities sold under agreements to repurchase (508) (2,672) (3,180) (57) 1,124 1,067 
 FHLB borrowings 17,312 257 17,569 342 1,006 1,348 
 Other borrowings 59 (878) (819) 172 68 240 
 Total Interest-Bearing Liabilities 57,048 (67,738) (10,690) 38,198 54,655 92,853 
 Net Interest Income $ 46,557 $ 76,705 $ 123,262 $ (18,379) $ (37,619) $ (55,998) 
 1 On an FTE basis. All yields and rates have been computed using amortized costs. Fees on loans have been included in interest on loans. Nonaccrual loans are included in loan balances. Changes attributable to rate/volume (mix) are allocated to rate and volume on an equal basis. 
 

 
 Provision for Credit Losses 
 The provision for credit losses was $51.3 million in 2025 compared to $16.3 million in 2024. Included in 2025 is $24.6 million of day-1 provisions for credit losses on loans added through bank acquisitions. The remainder of the increase in 2025 reflects additions to the allowance for credit losses aligned with organic loan growth. Allowance coverage of 1.42% at December 31, 2025 increased eight basis points compared to December 31, 2024, with the increase attributed to acquired portfolios. 
 
 Noninterest Income 
 Noninterest income totaled $99.2 million in 2025, an increase of $15.7 million, or 19%, compared to 2024. Noninterest income accounted for 15% of total revenue in 2025 and 16% in 2024 (Net Interest Income plus Noninterest income). 
 36 

 Table of Contents 

 Noninterest income is detailed as follows: 
 
 For the Year Ended December 31, 
 (In thousands, except percentages) 2025 2024 % Change 
 Service charges on deposit accounts $ 23,386 $ 20,852 12 % 
 Wealth management income 18,562 15,168 22 
 Mortgage banking income 4,714 1,774 166 
 Interchange income 8,193 7,599 8 
 Insurance agency income 5,581 5,196 7 
 
 BOLI income 12,410 10,065 23 
 Other 26,826 30,790 (13) 
 Total Noninterest Income Before Securities (Losses) Gains, Net 99,672 91,444 9 
 Securities losses, net (522) (8,016) (93) 
 Total Noninterest Income $ 99,150 $ 83,428 19 % 

 Service charges on deposits for the year ended December 31, 2025 increased $2.5 million, or 12%, compared to the prior year to $23.4 million. The increase primarily reflects the addition of relationships from bank acquisitions and organic growth. 
 Wealth management income, including brokerage commissions and fees and trust income, increased $3.4 million, or 22%, to $18.6 million for the year ended December 31, 2025. Assets under management have grown by $754.8 million or 37%, year-over-year to $2.8 billion as of December 31, 2025. The wealth management division has continued its success in building new relationships, adding $549 million in new organic assets under management in 2025. 
 Mortgage banking income increased $2.8 million, or 166%, to $4.7 million for the year ended December 31, 2025 compared to 2024, reflecting the addition of mortgage banking activities from the VBI acquisition. 
 Interchange revenue totaled $8.2 million in 2025, an increase of 8% from $7.6 million in 2024. 
 Insurance agency income totaled $5.6 million in 2025, an increase of 7% from $5.2 million in 2024, reflecting continued growth and expansion of insurance services. 
 BOLI income totaled $12.4 million in 2025, an increase of $2.3 million, or 23%, compared to the prior year. Death benefit payouts in 2025 totaled $2.2 million. 
 Other income totaled $26.8 million in 2025, reflecting a decrease of $4.0 million, or 13%, year-over-year. The decrease from the prior year primarily reflects lower gains on SBIC investments and loan sales, partially offset by $3.0 million in tax refunds received related to a prior bank acquisition. 
 Securities losses in 2025 totaled $0.5 million compared to securities losses in 2024 of $8.0 million. In the fourth quarter of 2024 , the Company sold approximately $217.0 million in AFS securities, resulting in losses of $12.0 million , allowing for reinvestment at higher yields. These losses were partially offset by gains of $4.1 million on the sale of the Company’s holdings of Visa Class B stock. 
 
 Noninterest Expense 
 The Company has demonstrated its commitment to efficiency through disciplined, proactive management of its cost structure. Noninterest expenses in 2025 totaled $414.9 million, including $32.4 million in merger and integration costs. In 2024, noninterest expenses totaled $343.3 million, including $7.1 million in branch consolidation and other expense reduction initiatives and $0.3 million in costs to prepare for and recover from hurricane events. Adjusted noninterest expense 1 in 2025 totaled $382.4 million, an increase of 14% from 2024, largely associated with the overall growth of the organization, including from the two bank acquisitions in 2025. Seacoast continues to prudently manage expenses while strategically investing to support continued growth. 
 
 1 Non-GAAP measure, see “ Explanation of Certain Unaudited Non-GAAP Financial Measures ” for more information and a reconciliation to GAAP. 
 37 

 Table of Contents 

 Noninterest expenses are detailed as follows: 
 
 For the Year Ended December 31, 
 (In thousands, except percentages) 2025 2024 % Change 
 Salaries and wages $ 186,938 $ 162,316 15 % 
 Employee benefits 32,844 28,253 16 
 Outsourced data processing costs 37,623 36,638 3 
 Occupancy 31,790 29,547 8 
 Furniture and equipment 9,421 8,031 17 
 Marketing 11,364 10,776 5 
 Legal and professional fees 8,591 9,648 (11) 
 FDIC assessments 9,592 8,445 14 
 Amortization of intangibles 26,819 23,884 12 
 OREO expense and net (gain) loss on sale (126) 440 (129) 
 Provision for credit losses on unfunded commitments 1,262 1,001 26 
 Merger and integration costs 32,423 — N/A 
 Other expense 26,319 24,322 8 
 Total Noninterest Expense $ 414,860 $ 343,301 21 % 

 
 
 Salaries and wages totaled $186.9 million in 2025, an increase of $24.6 million, or 15%, compared to 2024. Employee benefit costs, which include costs associated with the Company's self-funded health insurance benefits, 401(k) plan, payroll taxes, and unemployment compensation, increased $4.6 million, or 16%, compared to 2024. The increase reflects the continued expansion of the Company’s footprint, including the completion of the bank acquisitions, and higher performance driven incentive compensation. 
 The Company utilizes third parties for core data processing systems. Ongoing data processing costs are directly related to the number of transactions processed and the negotiated rates associated with those transactions. Outsourced data processing costs totaled $37.6 million in 2025, an increase of $1.0 million, or 3%, compared to 2024. The increase reflects higher transaction volume and growth in customers, including from bank acquisitions. 
 Total occupancy, furniture and equipment expenses in 2025 totaled $41.2 million, an increase of $3.6 million, or 10%, compared to 2024. The increases are largely due to growth in the branch network. 
 During 2025, marketing expenses totaled $11.4 million, an increase of $0.6 million, or 5%, compared to $10.8 million in 2024. 
 Legal and professional fees decreased by $1.1 million in 2025, or 11%, to $8.6 million. Changes between periods are largely associated with the timing of various projects. 
 FDIC assessments were $9.6 million in 2025, an increase of $1.1 million, or 14%, compared to $8.4 million in 2024. 
 Amortization of intangibles increased $2.9 million, or 12%, to $26.8 million during 2025 from $23.9 million in 2024 with the addition of $131.5 million in CDI assets from bank acquisitions. These assets will be amortized using an accelerated amortization method. 
 OREO expense and net (gain) loss on sale was a net gain of $0.1 million in 2025, compared to a net loss of $0.4 million in 2024. 
 Provision for credit losses on unfunded commitments was $1.3 million in 2025 and $1.0 million in 2024. 
 Merger and integration costs were $32.4 million in 2025. There were no merger and integration costs during 2024. 
 Other expense totaled $26.3 million in 2025, an increase of $2.0 million, or 8%, compared to $24.3 million in 2024. 
 38 

 
 Table of Contents 

 Income Taxes 
 In 2025, the provision for income taxes totaled $41.6 million, compared to $34.9 million in 2024, an increase of $6.8 million, or 19%. The increase reflects higher pre-tax income in 2025. The effective tax rate for 2025 was 22.3%, compared to 22.4% in 2024. 
 New federal tax legislation was signed into law on July 4, 2025, which includes a broad range of tax reform provisions, and extends or makes permanent various tax provisions that were originally enacted in the 2017 Tax Cuts and Jobs Act. While the new legislation was significant, it did not have a material impact on the consolidated financial statements as the primary impact was the continuation of tax provisions that were already reflected in the results. 
 
 Fourth Quarter Results and Analysis 
 Net income totaled $34.3 million in the fourth quarter of 2025, a decrease of $2.2 million, or 6%, from the third quarter of 2025, and an increase of $0.2 million, or 1%, compared to the fourth quarter of 2024. Adjusted net income 1 totaled $47.7 million, an increase of $2.6 million, or 6%, from the third quarter of 2025, and an increase of $7.2 million, or 18%, compared to the fourth quarter of 2024. Diluted EPS was $0.31 and adjusted diluted EPS 1 2 was $0.44 in the fourth quarter of 2025, compared to diluted EPS of $0.42 and adjusted diluted EPS 1 of $0.52 in the third quarter of 2025, and compared to diluted EPS of $0.40 and adjusted diluted EPS 1 of $0.48 in the fourth quarter of 2024. 
 Net revenues, which are calculated as net interest income plus noninterest income, were $203.3 million in the fourth quarter of 2025, an increase of $46.0 million, or 29%, from the third quarter of 2025 and an increase of $70.4 million, or 53%, from the fourth quarter of 2024. 
 Net interest income totaled $174.6 million in the fourth quarter of 2025, an increase of $41.2 million, or 31%, from the third quarter of 2025, and an increase of $58.8 million, or 51%, compared to the fourth quarter of 2024. The increase was largely driven by growing loan and securities balances. Accretion on acquired loans was $10.6 million in the fourth quarter of 2025, $9.5 million in the third quarter of 2025, and $11.7 million in the fourth quarter of 2024. Securities income increased $20.7 million, or 58%, from the third quarter of 2025, primarily through the acquisition of VBI. Interest expense on deposits increased $6.9 million, or 16%, from the third quarter of 2025, and increased $2.6 million, or 5%, compared to the fourth quarter of 2024. The increase from the third quarter 2025 reflects higher average balances and the addition of VBI customers. 
 Net interest margin increased nine basis points to 3.66% in the fourth quarter of 2025 compared to 3.57% in the third quarter of 2025, and increased 27 basis points compared to 3.39% in the fourth quarter of 2024. Excluding the effects of accretion on acquired loans, net interest margin expanded 12 basis points to 3.44% in the fourth quarter of 2025 compared to 3.32% in the third quarter of 2025, and increased 39 basis points compared to 3.05% in the fourth quarter of 2024. Loan yields were 6.02%, an increase of six basis points from the third quarter of 2025, and an increase of nine basis points from the fourth quarter of 2024. Securities yields increased 21 basis points to 4.13%, compared to 3.92% in the third quarter of 2025 and increased 37 basis points compared to 3.77% in the fourth quarter of 2024. The cost of deposits declined 14 basis points to 1.67% in the fourth quarter of 2025 compared to 1.81% in the third quarter of 2025, and declined 41 basis points compared to 2.08% in the fourth quarter of 2024. The cost of funds declined 16 basis points in the fourth quarter of 2025 to 1.80% from the third quarter of 2025, and declined 37 basis points compared to the fourth quarter of 2024. 
 The provision for credit losses was $29.3 million in the fourth quarter of 2025, compared to $8.4 million in the third quarter of 2025, and $3.7 million in the fourth quarter of 2024. The increase in the fourth quarter of 2025 was largely the result of the acquisition of VBI, which resulted in a day-one loan loss provision of $22.7 million. Allowance coverage of 1.42% increased eight basis points compared to September 30, 2025, with higher coverage levels assigned to acquired VBI loans. 
 Noninterest income totaled $28.6 million for the fourth quarter of 2025, an increase of $4.8 million, or 20%, when compared to the third quarter of 2025, and an increase of $11.6 million, or 68%, compared to the fourth quarter of 2024. Results for the fourth quarter of 2024 included an $8.0 million loss on the repositioning of a portion of the AFS securities portfolio. Other changes included the following: 
 • Service charges on deposits totaled $6.5 million, an increase of $0.3 million, or 4%, from the prior quarter and an increase of $1.3 million, or 26%, from the prior year quarter, reflecting the closing of the VBI acquisition and continued onboarding of new relationships. 
 
 1 2 Non-GAAP measure, see “ Explanation of Certain Unaudited Non-GAAP Financial Measures ” for more information and a reconciliation to GAAP. 
 39 

 Table of Contents 

 • Wealth management income totaled $5.5 million, an increase of $1.0 million, or 21%, from the prior quarter and an increase of $1.5 million, or 38%, from the prior year quarter. Assets under management have grown 37% year over year. The wealth management division has continued to deliver significant growth, adding $549 million in new organic assets under management in 2025. 
 • Mortgage banking income totaled $3.1 million, an increase from $0.5 million in the prior quarter and from $0.3 million in the prior year quarter, reflecting the addition of mortgage banking activities from the VBI acquisition. 
 • BOLI income totaled $2.7 million, a decrease of $1.2 million, or 31%, from the prior quarter and an increase of $0.1 million, or 2%, from the prior year quarter. The third quarter of 2025 included death benefit payouts of $1.3 million. 
 • Other income totaled $7.1 million, an increase of $1.1 million, or 18%, compared to the prior quarter and a decrease of $3.3 million, or 32%, from the prior year quarter. The increase from the prior quarter primarily reflects higher gains on SBIC investments. The decrease from the prior year quarter primarily reflects lower gains on SBIC investments and loan sales. 
 Noninterest expenses for the fourth quarter of 2025 totaled $130.5 million, an increase of $28.6 million, or 28%, from the third quarter of 2025 and an increase of $45.0 million, or 53%, from the fourth quarter of 2024. Results in the fourth quarter of 2025 included: 
 • Salaries and wages totaled $53.9 million, an increase of $7.6 million , or 16% , compared to the prior quarter and an increase of $11.6 million, or 27%, from the prior year quarter. The increase from the prior quarter reflects the continued expansion of the footprint, including the acquisition of VBI, and higher performance driven incentive compensation. 
 • Employee benefits totaled $8.5 million, an increase of $1.1 million, or 15%, compared to the prior quarter and an increase of $1.9 million, or 30%, from the prior year quarter. 
 • Outsourced data processing costs totaled $11.3 million, an increase of $1.9 million, or 21%, from the prior quarter and an increase of $3.0 million, or 36%, from the prior year quarter. The increases reflect higher transaction volume and growth in customers, including from the acquisition of VBI. 
 • Occupancy costs totaled $9.3 million, an increase of $1.7 million, or 22%, compared to the prior quarter and an increase of $2.1 million, or 29%, from the prior year quarter, due to growth in the branch network. 
 • Legal and professional fees totaled $2.1 million, an increase of $0.4 million, or 26%, compared to the prior quarter and a decrease of $0.7 million, or 25%, from the prior year quarter. The increase is largely associated with the timing of various projects. 
 • Amortization of intangibles increased $4.4 million with the addition of $110.5 million in CDI assets from the VBI acquisition. These assets will be amortized using an accelerated amortization method over approximately 10 years. 
 • Provision for credit losses on unfunded commitments increased $0.7 million as a result of the acquisition of VBI. 
 • Other expense totaled $7.2 million, an increase of $1.3 million, or 22%, compared to the prior quarter and an increase of $1.2 million, or 20%, from the prior year quarter. 
 
 
 40 

 Table of Contents 

 Outlook 
 The follow ing performance metrics summarize the Company's current outlook for financial performance for the full year 2026 and the fourth quarter of 2026. These reflect assumptions the Company believes to be reasonable at this time; however, actual results may differ materially due to the factors described under “ Item 1A. Risk Factors ” and “Forward‑Looking Statements.” 
 • Adjusted revenue (on an FTE basis) is expected to grow between 29% and 31%. 
 • Adjusted efficiency ratio of 53%-55%. 
 • Adjusted EPS-Diluted between $2.48 and $2.52. 
 • Adjusted ROA of 1.30% for the fourth quarter of 2026. 
 • Adjusted ROTE of 16.0% for the fourth quarter of 2026. 
 These are non-GAAP measures. See the "Explanation of Certain Unaudited Non-GAAP Financial Measures" for more information and a reconciliation to GAAP. Reconciliations of these adjusted outlook measures to the most comparable GAAP measure are not provided due to the difficulty in projecting transactional items included in the metrics without unreasonable efforts. The historical period reconciliations of these non-GAAP measures are indicative of the reconciliations that will be provided for the periods reflected by this outlook. 
 Our 2026 Outlook reflects assumptions including: 25 basis point cuts in the Federal Funds rate in June and September 2026, the forward curve as of January 2026, a stable economic environment, and the benefit of the securities repositioning executed in January 2026. Adjusted ROTE includes convertible preferred stock and adjusted diluted EPS is calculated treating all preferred shares as common. See “Item 1A. Risk Factors” and “Forward-Looking Statements” for a discussion of potential risks and uncertainties that could materially affect our future performance. 
 
 
 41 

 
 Table of Contents 

 Explanation of Certain Unaudited Non-GAAP Financial Measures 
 This report contains financial information determined by methods other than GAAP. The financial highlights provide reconciliations between GAAP and adjusted financial measures including net income, FTE net interest income, noninterest income, noninterest expense, tax adjustments, net interest margin and other financial ratios. Management uses these non-GAAP financial measures in its analysis of the Company’s performance and believes these presentations provide useful supplemental information, and a clearer understanding of the Company’s performance. The Company believes the non-GAAP measures enhance investors’ understanding of the Company’s business and performance and if not provided would be requested by the investor community. These measures are also useful in understanding performance trends and facilitate comparisons with the performance of other financial institutions. The limitations associated with operating measures are the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might define or calculate these measures differently. The Company provides reconciliations between GAAP and these non-GAAP measures. These disclosures should not be considered an alternative to GAAP. 
 The following table provides reconciliations between GAAP and adjusted (non-GAAP) financial measures. 
 
 Quarters 
 Fourth Third Fourth Full Year 
 (In thousands except per share data) 2025 2025 2024 2025 2024 
 Net income $ 34,260 $ 36,467 $ 34,085 $ 144,878 $ 120,986 
 
 Total noninterest income 28,631 23,818 17,068 99,150 83,428 
 Securities (gains) losses, net (84) 841 8,388 522 8,016 
 
 
 Total adjusted noninterest income 28,547 24,659 25,456 99,672 91,444 
 
 Total noninterest expense 130,546 101,987 85,575 414,860 343,301 
 Merger and integration costs (18,142) (10,808) — (32,423) — 
 Business continuity expenses - hurricane events — — (280) — (280) 
 Branch reductions and other expense initiatives — — — — (7,094) 
 Adjustments to noninterest expense (18,142) (10,808) (280) (32,423) (7,374) 
 Adjusted noninterest expense 112,404 91,179 85,295 382,437 335,927 
 
 Income taxes 9,192 10,461 9,513 41,628 34,854 
 Tax effect of adjustments 4,577 2,952 2,197 8,350 3,900 
 Adjusted income taxes 13,769 13,413 11,710 49,978 38,754 
 Adjusted net income 47,741 45,164 40,556 169,473 132,476 
 
 Earnings per common share-diluted, as reported 0.31 0.42 0.40 1.57 1.42 
 Adjusted earnings per common share- diluted 0.44 0.52 0.48 1.84 1.56 
 Adjusted earnings per common share-diluted, treating all preferred shares as common $ 0.44 $ 0.52 $ 0.48 $ 1.84 $ 1.56 
 
 Average common shares-diluted 97,761 87,425 85,302 89,106 85,040 
 Average preferred shares, treating all preferred shares as common 11,250 — — 2,836 — 
 Average common shares-diluted, treating all preferred shares as common 109,011 87,425 85,302 91,941 85,040 
 
 Adjusted noninterest expense $ 112,404 $ 91,179 $ 85,295 $ 382,437 $ 335,927 
 Provision for credit losses on unfunded commitments (812) (150) (250) (1,262) (1,001) 
 OREO expense and net gain (loss) on sale 29 346 (84) 126 (440) 
 Amortization of intangibles (10,374) (6,005) (5,587) (26,819) (23,884) 
 Net adjusted noninterest expense 101,247 85,370 79,374 354,482 310,602 
 
 
 Average tangible assets $ 19,976,896 $ 15,658,723 $ 14,397,331 $ 16,321,553 $ 14,117,813 
 Net adjusted noninterest expense to average tangible assets 2.01 % 2.16 % 2.19 % 2.17 % 2.20 % 

 42 

 Table of Contents 

 
 Quarters 
 Fourth Third Fourth Full Year 
 (In thousands except per share data) 2025 2025 2024 2025 2024 
 
 Net revenue $ 203,258 $ 157,286 $ 132,872 $ 652,626 $ 515,399 
 Total adjustments to net revenue (84) 841 8,388 522 8,016 
 Impact of FTE adjustment 1,617 438 311 2,832 1,074 
 Adjusted net revenue on an FTE basis $ 204,791 $ 158,565 $ 141,571 $ 655,980 $ 524,489 
 Adjusted efficiency ratio 54.50 % 57.63 % 60.01 % 58.13 % 63.77 % 
 
 Net interest income $ 174,627 $ 133,468 $ 115,804 $ 553,476 $ 431,971 
 Impact of FTE adjustment 1,617 438 311 2,832 1,074 
 Net interest income including FTE adjustment 176,244 133,906 116,115 556,308 433,045 
 Total noninterest income 28,631 23,818 17,068 99,150 83,428 
 Total noninterest expense less provision for credit losses on unfunded commitments 129,734 101,837 85,325 413,598 342,300 
 Pre-tax pre-provision earnings 75,141 55,887 47,858 241,860 174,173 
 Total adjustments to noninterest income (84) 841 8,388 522 8,016 
 Total adjustments to noninterest expense including OREO expense and net gain (loss) on sale 18,113 10,462 364 32,297 7,814 
 Adjusted pre-tax pre-provision earnings 93,170 67,190 56,610 274,679 190,003 
 
 Average assets 21,203,391 16,486,017 15,204,041 17,235,459 14,933,758 
 Less average goodwill and intangible assets (1,226,495) (827,294) (806,710) (913,906) (815,945) 
 Average tangible assets $ 19,976,896 $ 15,658,723 $ 14,397,331 $ 16,321,553 $ 14,117,813 
 
 ROA 0.64 % 0.88 % 0.89 % 0.84 % 0.81 % 
 Impact of other adjustments for adjusted net income 0.25 0.21 0.17 0.14 0.08 
 Adjusted ROA 0.89 1.09 1.06 0.98 0.89 
 
 
 
 
 
 
 ROE 4.99 6.17 6.16 6.07 5.62 
 Impact of other adjustments for Adjusted Net Income 1.96 1.47 1.16 1.03 0.54 
 Adjusted ROE 6.95 % 7.64 % 7.32 % 7.10 % 6.16 % 
 
 Average shareholders’ equity $ 2,724,208 $ 2,345,233 $ 2,203,052 $ 2,385,449 $ 2,152,061 
 Average convertible preferred stock 343,125 — — 86,487 — 
 Less average goodwill and intangible assets (1,226,495) (827,294) (806,710) (913,906) (815,945) 
 Average tangible equity $ 1,840,838 $ 1,517,939 $ 1,396,342 $ 1,558,030 $ 1,336,116 
 
 
 
 
 
 
 
 ROE 4.99 % 6.17 % 6.16 % 6.07 % 5.62 % 
 Impact of adding convertible preferred stock and removing average intangible assets and related amortization 4.06 4.53 4.74 4.51 4.77 
 ROTE 9.05 10.70 10.90 10.58 10.39 
 Impact of other adjustments for adjusted net income 2.91 2.28 1.84 1.58 0.86 
 Adjusted ROTE 11.96 % 12.98 % 12.74 % 12.16 % 11.25 % 

 43 

 Table of Contents 

 
 Quarters 
 Fourth Third Fourth Full Year 
 (In thousands except per share data) 2025 2025 2024 2025 2024 
 
 
 
 
 
 
 
 Loan interest income 1 
 $ 187,910 $ 162,341 $ 152,303 $ 658,728 $ 598,411 
 Accretion on acquired loans (10,645) (9,543) (11,717) (38,992) (41,672) 
 Loan interest income excluding accretion on acquired loans 1 
 $ 177,265 $ 152,798 $ 140,586 $ 619,736 $ 556,739 
 
 Yield on loans 1 
 6.02 % 5.96 % 5.93 % 5.97 % 5.93 % 
 Impact of accretion on acquired loans (0.34) (0.35) (0.45) (0.35) (0.42) 
 Yield on loans excluding accretion on acquired loans 1 
 5.68 % 5.61 % 5.48 % 5.62 % 5.51 % 
 
 Net interest income 1 
 $ 176,244 $ 133,906 $ 116,115 $ 556,308 $ 433,045 
 Accretion on acquired loans (10,645) (9,543) (11,717) (38,992) (41,672) 
 Net interest income excluding accretion on acquired loans 1 
 $ 165,599 $ 124,363 $ 104,398 $ 517,316 $ 391,373 
 
 Net interest margin 1 
 3.66 % 3.57 % 3.39 % 3.58 % 3.24 % 
 Impact of accretion on acquired loans (0.22) (0.25) (0.34) (0.26) (0.31) 
 Net interest margin excluding accretion on acquired loans 1 
 3.44 % 3.32 % 3.05 % 3.33 % 2.93 % 
 
 Securities interest income 1 
 $ 57,852 $ 36,029 $ 26,986 $ 155,823 $ 99,620 
 FTE adjustment to securities (1,114) (10) (7) (1,139) (29) 
 Securities interest income excluding FTE adjustment 1 
 56,738 36,019 26,979 154,684 99,591 
 
 Loan interest income 1 
 187,910 162,341 152,303 658,728 598,411 
 FTE adjustment to loans (503) (428) (304) (1,693) (1,045) 
 Loan interest income excluding FTE adjustment 187,407 161,913 151,999 657,035 597,366 
 
 Net interest income 1 
 176,243 133,906 116,115 556,307 433,045 
 FTE adjustment to securities (1,114) (10) (7) (1,139) (29) 
 FTE adjustment to loans (503) (428) (304) (1,693) (1,045) 
 Net interest income excluding FTE adjustments $ 174,626 $ 133,468 $ 115,804 $ 553,475 $ 431,971 
 1 On an FTE basis. All yields and rates have been computed using amortized cost. 
 

 44 

 
 Table of Contents 

 Financial Condition 
 Total assets increased $5.7 billion, or 37%, year-over-year to $20.8 billion at December 31, 2025, largely the result of bank acquisitions in the second half of 2025, which added $5.3 billion in assets. 
 
 Securities 
 Information related to yields, maturities, carrying values and fair value of the Company’s securities is set forth in “Note 3 - Securities” of the Company’s consolidated financial statements. 
 At December 31, 2025, the Company had $5.2 billion in securities AFS, and $586.2 million in HTM securities. The Company's total debt securities portfolio increased $2.9 billion, or 101.0%, from December 31, 2024. Throughout the first half of 2025, the Company made strategic securities purchases to deploy liquidity in advance of the Heartland and VBI acquisitions. 
 During the year ended December 31, 2025, there were $2.3 billion of debt securities purchased and $0.6 million in paydowns and maturities. Debt securities with a fair value of $19.8 million were sold in 2025, resulting in $1.0 million in realized losses. The Heartland acquisition added $357.9 million in securities, with $245.7 million sold shortly after the acquisition close. The VBI acquisition added $2.5 billion in securities, with $1.5 billion sold shortly after the acquisition close. With the VBI acquisition resulting in higher capital and lower dilution than originally modeled, along with constructive market conditions, in January 2026, the Company repositioned a portion of its AFS securities portfolio. Securities with an average book yield of 1.9% were sold, resulting in a pre-tax loss of approximately $39.5 million impacting first quarter 2026 results. The proceeds of approximately $277 million were reinvested in primarily agency mortgage-backed securities with an average taxable equivalent book yield of 4.8%. During the year ended December 31, 2024, there were $993.9 million of debt securities purchased and $428.0 million in paydowns and maturities. Debt securities with a fair value of $217.0 million were sold in 2024, resulting in $12.0 million in realized losses. 
 Debt securities generally return principal and interest monthly. The modified duration of the AFS securities portfolio and the total portfolio was 5.1 and 5.2, respectively, at December 31, 2025, compared to 4.7 and 4.9, respectively, at December 31, 2024. 
 At December 31, 2025, AFS securities had gross unrealized losses of $150.4 million and gross unrealized gains of $48.7 million, compared to gross unrealized losses of $211.3 million and gross unrealized gains of $3.5 million at December 31, 2024. 
 The credit quality of the Company’s securities holdings is primarily investment grade. U.S. Treasury securities, obligations of U.S. government agencies, and obligations of U.S. government sponsored entities totaled $4.6 billion, or 80%, of the total portfolio at December 31, 2025. 
 The portfolio includes $131.8 million, with a fair value of $127.4 million, in private label residential mortgage-backed securities and collateralized mortgage obligations with weighted-average credit support of 16%. The collateral underlying these mortgage investments includes both fixed-rate and adjustable-rate residential mortgage loans. 
 The Company also has invested $423.9 million in floating rate CLOs. CLOs are special purpose vehicles that purchase first lien broadly syndicated corporate loans while providing support to senior tranche investors. As of December 31, 2025, all of the Company's CLOs were in AAA/AA tranches with weighted-average credit support of 38%. The Company utilizes credit models with assumptions of loan level defaults, recoveries, and prepayments to evaluate each security for potential credit losses. The result of this analysis did not indicate expected credit losses. 
 HTM securities consist solely of mortgage-backed securities and collateralized mortgage obligations guaranteed by U.S. government-sponsored entities, each of which is expected to recover any price depreciation over its holding period as the debt securities move to maturity. The Company has significant liquidity and available borrowing capacity through other sources if needed and has the intent and ability to hold these investments to maturity. 
 At December 31, 2025, the Company has determined that all debt securities in an unrealized loss position are the result of both broad investment type spreads and the current interest rate environment. Management believes that each investment will recover any price depreciation over its holding period as the debt securities move to maturity, and management has the intent and ability to hold these investments to maturity if necessary. Therefore, at December 31, 2025, no ACL has been recorded. 
 45 

 Table of Contents 

 The maturity distribution of AFS securities is detailed in the following table. 
 
 December 31, 2025 
 (In thousands) Less than 1 Year After 1-5
Years After 5-10
Years After 10
Years Total 
 Amortized Cost 
 U.S. Treasury securities and obligations of U.S. government agencies $ 6,086 $ 9,388 $ 30,102 $ 9,255 $ 54,831 
 Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 244 486 6,044 3,674,725 3,681,499 
 Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 36,344 90,112 196,859 71,850 395,165 
 Private mortgage-backed securities and collateralized mortgage obligations — — 6,041 125,805 131,846 
 CLO — 12,902 47,570 363,392 423,864 
 Obligations of state and political subdivisions 1,485 500 6,305 328,127 336,417 
 Other debt securities 10,072 98,449 117,070 17,081 242,672 
 Total AFS Debt Securities $ 54,231 $ 211,837 $ 409,991 $ 4,590,235 $ 5,266,294 
 
 Fair Value 
 U.S. Treasury securities and obligations of U.S. government agencies $ 6,099 $ 9,424 $ 30,335 $ 8,887 $ 54,745 
 Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 244 483 6,086 3,580,686 3,587,499 
 Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 36,154 89,318 197,266 71,135 393,873 
 Private mortgage-backed securities and collateralized mortgage obligations — — 6,058 121,339 127,397 
 CLO — 12,940 47,615 363,433 423,988 
 Obligations of state and political subdivisions 1,485 463 5,266 327,334 334,548 
 Other debt securities 10,078 98,525 116,655 17,259 242,517 
 Total AFS Debt Securities $ 54,060 $ 211,153 $ 409,281 $ 4,490,073 $ 5,164,567 
 
 Weighted Average Yield 1 
 
 U.S. Treasury securities and obligations of U.S. government agencies 4.23 % 4.65 % 4.87 % 5.05 % 4.79 % 
 Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 3.95 3.94 4.28 4.34 4.34 
 Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities 3.43 3.92 4.14 5.40 4.33 
 Private mortgage-backed securities and collateralized mortgage obligations — — 7.21 3.14 3.32 
 CLO — 5.65 5.60 3.27 3.60 
 Obligations of state and political subdivisions 2.95 1.55 2.01 4.26 4.21 
 Other debt securities 3.99 4.43 5.32 5.99 4.52 
 Total AFS Debt Securities 3.61 % 4.29 % 4.71 % 4.24 % 4.28 % 
 1 All yields and rates have been computed using amortized costs. 
 

 46 

 Table of Contents 

 The following table details the maturity distribution of HTM securities. 
 
 December 31, 2025 
 (In thousands) Less than 1 Year After 1-5
Years After 5-10
Years After 10
Years Total 
 Amortized Cost 
 Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities $ — $ — $ — $ 498,931 $ 498,931 
 Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities — 65,909 21,338 — 87,247 
 Total HTM Debt Securities $ — $ 65,909 $ 21,338 $ 498,931 $ 586,178 
 
 Fair Value 
 Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities $ — $ — $ — $ 408,235 $ 408,235 
 Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities — 62,818 18,507 — 81,325 
 Total HTM Debt Securities $ — $ 62,818 $ 18,507 $ 408,235 $ 489,560 
 
 Weighted Average Yield 1 
 
 Residential mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities — % — % — % 1.85 % 1.85 % 
 Commercial mortgage-backed securities and collateralized mortgage obligations of U.S. government-sponsored entities — 2.40 1.86 — 2.27 
 Total HTM Debt Securities — % 2.40 % 1.86 % 1.85 % 1.91 % 
 1 All yields and rates have been computed using amortized costs. 
 

 47 

 
 Table of Contents 

 Loan Portfolio 
 Loans, net of unearned income and excluding the ACL, were $12.6 billion at December 31, 2025, an increase of $2.3 billion, or 22.6% , from December 31, 2024. In 2025, the Company acquired $157.0 million and $1.3 billion in loans from Heartland and VBI, respectively. The Company also grew loans through new originations, reporting 9% organic growth in 2025. 
 The Company remains committed to sound risk management procedures. Portfolio diversification in terms of asset mix, industry, and loan type has been and continues to be an important element of the Company’s lending strategy. The average loan size is $435 thousand, and the average commercial loan size is $942 thousand at December 31, 2025, reflecting the Company’s longtime focus on granularity and on creating valuable customer relationships. Lending policies contain guardrails that pertain to lending by type of collateral and purpose, along with limits regarding loan concentrations and the principal amount of loans. The Company's exposure to CRE lending remains well below regulatory limits (see “Loan Concentrations”). 
 The following tables detail loan portfolio composition at December 31, 2025 and 2024 for portfolio loans, PCD loans, and loans purchased which are not considered credit deteriorated (“Non-PCD”) as defined in “Note 4 - Loans.” 
 
 December 31, 2025 
 (In thousands) Portfolio Loans Acquired 
Non-PCD Loans PCD Loans Total % to Total Loans 
 Construction and land development $ 579,141 $ 141,326 $ 3,463 $ 723,930 6 % 
 CRE - owner occupied 1,505,798 509,118 28,709 2,043,625 16 % 
 CRE - non-owner occupied 2,911,189 1,193,351 150,452 4,254,992 34 % 
 Residential real estate 2,101,868 963,836 33,155 3,098,859 25 % 
 Commercial and financial 1,828,038 476,130 16,821 2,320,989 18 % 
 Consumer 141,768 43,321 500 185,589 1 % 
 Totals $ 9,067,802 $ 3,327,082 $ 233,100 $ 12,627,984 100 % 

 
 December 31, 2024 
 (In thousands) Portfolio Loans Acquired 
Non-PCD Loans PCD Loans Total % to Total Loans 
 Construction and land development $ 568,148 $ 79,370 $ 535 $ 648,053 6 % 
 CRE - owner occupied 1,177,538 477,459 31,632 1,686,629 16 % 
 CRE - non-owner occupied 2,243,056 1,156,849 103,903 3,503,808 34 % 
 Residential real estate 1,882,955 719,589 14,241 2,616,785 26 % 
 Commercial and financial 1,424,689 199,146 27,519 1,651,354 16 % 
 Consumer 155,786 37,282 253 193,321 2 % 
 Totals $ 7,452,172 $ 2,669,695 $ 178,083 $ 10,299,950 100 % 

 The amortized cost basis of loans at December 31, 2025, and 2024 included net deferred costs of $46.3 million and $43.9 million, respectively. At December 31, 2025, the remaining fair value adjustments on acquired loans were $150.0 million, or 4.0% of the outstanding acquired loan balances, compared to $128.1 million, or 4.3% of the acquired loan balances at December 31, 2024. The discount is accreted into interest income over the remaining lives of the related loans on a level yield basis. 
 Construction and land development loans increased $75.9 million, or 11.7%, totaling $723.9 million at December 31, 2025, compared to December 31, 2024. These loans, extended to both commercial and consumer customers, are collateralized by and for the purpose of funding land development and construction projects. Repayment is from the proceeds of the sale, refinancing or permanent financing of the property. In 2025, the Company acquired $7.6 million and $102.1 million in Construction and land development loans from Heartland and VBI, respectively. 
 CRE owner occupied loans totaled $2.0 billion at December 31, 2025, an increase of $357.0 million, or 21% compared to December 31, 2024. CRE owner occupied loans are extended to commercial customers for the purpose of acquiring or 
 48 

 Table of Contents 

 refinancing real estate to be occupied by the borrower's business. These loans are collateralized by the subject property, and the repayment of these loans is largely dependent on the performance of the company occupying the property. In 2025, the Company acquired $31.5 million and $93.3 million in CRE owner occupied loans from Heartland and VBI, respectively. 
 CRE non-owner occupied loans increased $751.2 million, or 21%, totaling $4.3 billion at December 31, 2025, compared to December 31, 2024. Non-owner occupied CRE loans are collateralized by properties where the source of repayment is typically from the sale or lease of the property. Within the non-owner occupied CRE portfolio, the largest segment is retail properties, which totaled approximately $1.4 billion at December 31, 2025, with an average loan size of $2.6 million. This segment targets grocery or credit tenant-anchored shopping plazas, single credit tenant retail buildings, smaller outparcels, and other small retail units. The second-largest segment in the non-owner occupied CRE portfolio is industrial or warehouse properties, which totaled $825.1 million at December 31, 2025, with an average loan size of $3.0 million, reflecting continued demand for logistics, distribution, and manufacturing space. The next largest segment in the non-owner occupied CRE portfolio is multi-family residential properties, which totaled $551.6 million at December 31, 2025, with an average loan size of $3.1 million. This segment consists primarily of stabilized, income-producing apartment properties. Other non-owner occupied CRE include $535.6 million collateralized by office properties, $326.7 million collateralized by hotels or motels, and $651.8 million collateralized by other property types, including restaurants, schools and recreation centers. In 2025, the Company acquired $40.2 million and $361.7 million in CRE non-owner occupied loans from Heartland and VBI, respectively. 
 Residential real estate loans increased $482.1 million, or 18%, year-over-year to $3.1 billion as of December 31, 2025. Included in the balance as of December 31, 2025 were $1.3 billion of fixed rate mortgages, $1.1 billion of ARMs, and $743.2 million in home equity loans and HELOCs, compared to $1.0 billion, $970.2 million, and $614.7 million, respectively, at December 31, 2024. Substantially all residential mortgage originations have been underwritten to conventional loan agency standards, including loan balances that exceed agency value limitations. The average LTV of our HELOC portfolio is 58% with 35% of the loans being in first lien position at December 31, 2025, compared to an average LTV of 64% with 31% of the portfolio being in the first lien position at December 31, 2024. In 2025, the Company acquired $53.0 million and $365.9 million in Residential real estate loans from Heartland and VBI, respectively. 
 Commercial and financial loans increased year-over-year by $669.6 million, or 41%, totaling $2.3 billion at December 31, 2025. The purpose of these loans may be to provide working capital, asset acquisition or for other business purposes, and are generally supported by projected cash flows of the business, collateralized by business assets, and/or guaranteed by the business owners. The Company continues to exercise a disciplined approach to lending and is benefiting from the investments made in recent years to attract talent from large regional banks across its markets. This talent is onboarding significant new relationships, resulting in increased loan production. In 2025, the Company acquired $21.1 million and $335.8 million in Commercial and financial loans from Heartland and VBI, respectively. 
 The Company also provides consumer loans, which include installment loans, auto loans, marine loans, and other consumer loans, which decreased $7.7 million, or 4%, year-over-year to a total of $185.6 million at December 31, 2025, compared to December 31, 2024. 
 In 2026, the Company expects continued organic loan growth at a rate in the high single digits. Commercial production has continued to grow with the addition of talented bankers in recent years and the expansion of the brand into new markets. In addition, residential mortgage capabilities and opportunities through the acquisition of VBI create flexibility in adding both saleable and portfolio production. The Company's low loan-to-deposit ratio provides significant capacity for growth, while maintaining its disciplined credit strategy. 
 At December 31, 2025, the Company had unfunded commitments to extend credit of $3.5 billion, compared to $2.9 billion at December 31, 2024 (see “Note 15 - Contingent Liabilities and Commitments with Off-Balance Sheet Risk” to the Company’s consolidated financial statements). 
 49 

 Table of Contents 

 The following table presents loans by maturity, separately presenting fixed rate loans from those with floating or adjustable rates. 
 
 December 31, 2025 
 After one year but within five years: After five years but within fifteen years: After fifteen years: 
 (In thousands) In one year or less Floating or adjustable Fixed Floating or adjustable Fixed Floating or adjustable Fixed Total 
 Construction and Land Development $ 139,184 $ 256,961 $ 29,635 $ 112,219 $ 30,047 $ 144,422 $ 11,462 $ 723,930 
 CRE - Owner Occupied 135,936 214,617 651,925 304,456 602,151 127,489 7,051 2,043,625 
 CRE - Non-owner Occupied 496,971 1,284,565 1,166,911 667,195 333,628 300,615 5,107 4,254,992 
 Residential Real Estate 57,839 36,023 17,848 434,713 155,487 1,215,311 1,181,638 3,098,859 
 Commercial and Financial 363,611 394,253 585,706 256,883 320,291 136,173 264,072 2,320,989 
 Consumer 9,324 45,658 28,505 30,950 36,304 13,538 21,310 185,589 
 Total $ 1,202,865 $ 2,232,077 $ 2,480,530 $ 1,806,416 $ 1,477,908 $ 1,937,548 $ 1,490,640 $ 12,627,984 

 
 Loan Concentrations 
 The Company has developed guardrails to manage loan types that are most impacted by stressed market conditions to minimize credit risk concentration to capital. Outstanding balances for commercial and CRE loan relationships greater than $10 million totaled $3.5 billion, representing 28% of the total portfolio at December 31, 2025, compared to $2.7 billion, or 26%, at December 31, 2024. The Company’s ten largest commercial and CRE funded and unfunded relationships at December 31, 2025 aggregated to $607.4 million, of which $518.4 million was funded, compared to $547.5 million at December 31, 2024, of which $433.0 million was funded. 
 Concentrations in construction and land development loans and CRE loans are maintained well below regulatory guidelines. Construction and land development and CRE loan concentrations as a percentage of subsidiary bank total risk-based capital were 34% and 227%, respectively, at December 31, 2025, compared to 38% and 237% as of December 31, 2024. Regulatory guidance suggests limits of 100% and 300%, respectively. On a consolidated basis, construction and land development and CRE loans represent 32% and 216%, respectively, of total consolidated risk-based capital as of December 31, 2025, compared to 36% and 224%, respectively, at December 31, 2024. To determine these ratios, the Company defines CRE in accordance with the Guidance issued by the federal bank regulatory agencies in 2006 (and reinforced in 2015), which defines CRE loans as exposures secured by land development and construction, including 1-4 family residential construction, multi-family property, and non-farm nonresidential property where the primary or a significant source of repayment is derived from rental income associated with the property (i.e., loans for which 50 percent or more of the source of repayment comes from third party, non-affiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property. Loans to REITs and unsecured loans to developers that closely correlate to the inherent risks in CRE markets would also be considered CRE loans under the Guidance. Loans on owner-occupied CRE are generally excluded. In addition, the Company is subject to a geographic concentration of credit because it primarily operates in Florida. 
 
 Nonperforming Loans, TBMs, OREO, and Credit Quality 
 NPAs at December 31, 2025 totaled $76.3 million, a decrease of $22.6 million, or 23%, compared to 2024, and were comprised of $72.0 million of nonaccrual loans, and $4.3 million of OREO, including $3.4 million of branches taken out of service. As of December 31, 2024, NPAs included nonaccrual loans of $92.4 million and OREO of $6.4 million including $5.5 million of branches taken out of service. Approximately 81% of nonaccrual loans were secured with real estate at December 31, 2025, compared to 69% at December 31, 2024. Nonperforming loans to total loans outstanding at December 31, 2025 decreased to 0.57% from 0.90% at December 31, 2024. NPAs to total assets at December 31, 2025 decreased to 0.37% from 0.65% at December 31, 2024. A significant portion of nonaccrual loans have collateral values well in excess of balances outstanding, and therefore, no loss is expected. 
 50 

 Table of Contents 

 The tables below set forth details related to nonaccrual loans. 
 
 December 31, 2025 
 (In thousands) Nonaccrual Loans With No Related Allowance Nonaccrual Loans With an Allowance Total Nonaccrual Loans 
 Construction & land development $ 4,207 $ 1,812 $ 6,019 
 CRE - owner occupied 15,546 5,120 20,666 
 CRE - non-owner occupied 18,202 1,173 19,375 
 Residential real estate 1,448 10,654 12,102 
 Commercial and financial 3,842 7,209 11,051 
 Consumer — 2,788 2,788 
 Total loans $ 43,245 $ 28,756 $ 72,001 

 
 December 31, 2024 
 (In thousands) Nonaccrual Loans With No Related Allowance Nonaccrual Loans With an Allowance Total Nonaccrual Loans 
 Construction & land development $ 492 $ 660 $ 1,152 
 CRE - owner occupied 2,622 6,118 8,740 
 CRE - non-owner occupied 29,449 433 29,882 
 Residential real estate 6,462 17,432 23,894 
 Commercial and financial 2,703 17,806 20,509 
 Consumer 2,416 5,853 8,269 
 Total loans $ 44,144 $ 48,302 $ 92,446 

 In accordance with regulatory reporting requirements, loans are placed on nonaccrual following the Retail Classification of Loan interagency guidance. The accrual of interest is generally discontinued on loans that become 90 days past due as to principal or interest unless collection of both principal and interest is assured by way of collateralization, guarantees or other security. Consumer loans that become 120 days past due are generally charged off. The loan carrying value is analyzed and any changes are appropriately made quarterly, as described above. 
 In certain circumstances, the Company provides modifications of loans to borrowers experiencing financial difficulty, which the Company refers to as TBMs. As of December 31, 2025 and December 31, 2024, the Company had TBM loans with an amortized cost of $15.4 million and $11.6 million, respectively. Loans that were modified as TBMs during the twelve months ended December 31, 2025 are included in “Note 4 - Loans”. 
 
 December 31, 
 2025 2024 
 Ratio of total NPAs to loans outstanding and OREO at end of period 0.60 % 0.96 % 
 Ratio of total nonaccrual loans to loans outstanding at end of period 0.57 0.90 
 Ratio of ACL on loans to total nonaccrual loans 248 % 149 % 
 

 The Company recognized interest income of $4.0 million and $1.3 million on nonaccrual loans during the years ended December 31, 2025 and 2024, respectively. 
 
 ACL on Loans 
 Management establishes the allowance using relevant available information from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The forecasts of future economic conditions are over a period that has been deemed reasonable and supportable, and in segments where it can no longer develop reasonable and 
 51 

 Table of Contents 

 supportable forecasts, the Company reverts to longer-term historical loss experience to estimate losses over the remaining life of the loans. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments. 
 Net charge-offs for 2025 were $13.6 million, or 0.12% of average loans, compared to $27.1 million, or 0.27%, for 2024. The ratio of allowance to total loans increased to 1.42% at December 31, 2025 from 1.34% at December 31, 2024, with the increase attributed to higher coverage on acquired VBI loans. 
 Activity in the ACL is summarized as follows: 
 
 For the Year Ended December 31, 2025 
 
 (In thousands) Beginning
Balance Allowance on PCD Loans Acquired During the Period Provision
for Credit
Losses Charge-
Offs Recoveries Ending
Balance % of Total Allowance 
 Construction and land development $ 7,252 $ 46 $ 2,583 $ (156) $ 15 $ 9,740 6 % 
 CRE - owner occupied 11,825 190 5,137 (728) 104 16,528 9 
 CRE - non-owner occupied 43,866 1,477 8,727 (420) 2,493 56,143 31 
 Residential real estate 39,168 743 11,583 (410) 213 51,297 29 
 Commercial and financial 27,533 639 22,639 (15,521) 2,653 37,943 21 
 Consumer 8,411 37 591 (2,787) 900 7,152 4 
 Total $ 138,055 $ 3,132 $ 51,260 $ (20,022) $ 6,378 $ 178,803 100 % 

 
 For the Year Ended December 31, 2024 
 
 (In thousands) Beginning
Balance Provision
for Credit
Losses Charge-
Offs Recoveries Ending
Balance % of Total Allowance 
 Construction and land development $ 8,637 $ (1,404) $ (1) $ 20 $ 7,252 5 % 
 CRE - owner occupied 5,529 6,629 (341) 8 11,825 9 
 CRE - non-owner occupied 48,288 (3,096) (1,485) 159 43,866 32 
 Residential real estate 39,016 (150) (134) 436 39,168 28 
 Commercial and financial 34,343 7,789 (17,616) 3,017 27,533 20 
 Consumer 13,118 6,490 (12,288) 1,091 8,411 6 
 Totals $ 148,931 $ 16,258 $ (31,865) $ 4,731 $ 138,055 100 % 

 
 
 
 For the Year Ended December 31, 
 
 (In thousands, except percentages) 2025 2024 2023 
 Daily average loans outstanding 1 
 $ 11,035,340 $ 10,096,189 $ 9,889,070 
 Ratio of ACL on loans to loans outstanding at end of year 1.42 % 1.34 % 1.48 % 
 Ratio of net charge-offs (recoveries) to average loans outstanding 
 Construction and land development — % — % — % 
 CRE - owner occupied 0.01 — — 
 CRE - non-owner occupied (0.02) 0.02 — 
 Residential real estate — — — 
 Commercial and financial 0.11 0.14 0.17 
 Consumer 0.02 0.11 0.05 
 Total ratio of net charge-offs to average loans outstanding 0.12 % 0.27 % 0.22 % 
 1 Net of unearned income. 
 

 52 

 
 Table of Contents 

 Cash and Cash Equivalents, Liquidity Risk Management, and Contractual Commitments 
 Liquidity risk involves the risk of being unable to fund assets with the appropriate duration and rate-based liability, as well as the risk of not being able to meet unexpected cash needs. Liquidity planning and management are necessary to ensure the ability to fund operations cost effectively and to meet current and future potential obligations such as loan commitments and unexpected deposit outflows. 
 Funding sources primarily include customer-based deposits, collateral-backed borrowings, brokered deposits, cash flows from operations, cash flows from the loan and investment portfolios and asset sales, primarily secondary marketing for residential real estate mortgages. Cash flows from operations are a significant component of liquidity risk management and the Company considers both deposit maturities and the scheduled cash flows from loan and investment maturities and payments when managing risk. 
 Cash and cash equivalents, including interest-bearing deposits, totaled $388.5 million at December 31, 2025, compared to $476.6 million at December 31, 2024. 
 In addition to $388.5 million in cash and cash equivalents at December 31, 2025, the Company had $7.6 billion in available borrowing capacity, including $3.4 billion in available collateralized lines of credit, $3.8 billion of unpledged debt securities available as collateral for potential additional borrowings, and available unsecured lines of credit of $348.0 million. The Company may also access funding by acquiring brokered deposits. Brokered deposits at December 31, 2025 totaled $120.9 million compared to $293.6 million at December 31, 2024. 
 Deposits are a primary source of liquidity. The stability of this funding source is affected by numerous factors, including returns available to customers on alternative investments, the quality of customer service levels, perception of safety and competitive forces. Total uninsured deposits were estimated to be $6.0 billion at December 31, 2025, representing 37% of overall deposit accounts. This includes public funds under the Florida Qualified Public Depository program, which provides loss protection to depositors beyond FDIC insurance limits. Excluding such balances, the uninsured and uncollateralized deposits were 31% of total deposits. The Company has liquidity sources as discussed below, including cash and lines of credit with the FRB and FHLB, that represent 132% of uninsured deposits, and 157% of uninsured and uncollateralized deposits. 
 Contractual maturities for assets and liabilities are reviewed to meet current and expected future liquidity requirements. Sources of liquidity are maintained through a portfolio of high-quality marketable assets, such as residential mortgage loans, debt securities AFS, and interest-bearing deposits. The Company is also able to provide short-term financing of its activities by selling, under an agreement to repurchase, United States Treasury and Government agency debt securities not pledged to secure public deposits or trust funds. 
 The Company has traditionally relied upon dividends from Seacoast Bank and securities offerings to provide funds to pay the Company’s expenses and to service the Company’s debt. During 2025, Seacoast Bank distributed $332.2 million to the Company and, at December 31, 2025, is eligible to distribute dividends to the Company of approximately $72.7 million without prior regulatory approval. At December 31, 2025, the Company had cash and cash equivalents at the parent of $98.1 million, compared to $95.8 million at December 31, 2024. 
 53 

 Table of Contents 

 The following table presents contractual obligations by remaining maturity. All deposits presented in the table with indeterminate maturities such as interest-bearing and noninterest-bearing demand deposits, savings accounts and money market accounts are presented as having a maturity of one year or less. The Company considers these low cost deposits to be its largest, most stable funding source, despite having no contracted maturity. 
 
 December 31, 2025 
 One Year Over One
Year Through Over Three
Years Through Over Five 
 (In thousands) Total or Less Three Years Five Years Years 
 Deposits $ 16,256,343 $ 16,230,299 $ 19,820 $ 6,122 $ 102 
 Securities sold under agreements to repurchase 389,003 389,003 — — — 
 FHLB borrowings 1 
 835,000 600,000 215,000 20,000 — 
 Long-term debt 
 112,761 — — — 112,761 
 Operating leases 
 67,884 12,712 22,172 15,210 17,790 
 Total $ 17,660,991 $ 17,232,014 $ 256,992 $ 41,332 $ 130,653 
 1 Includes $495.0 million of callable advance structures which, as of December 31, 2025, are callable at three month intervals and have maturities of up to five years. 
 

 
 Deposits and Borrowings 
 The following table details the Company's customer relationship funding as of: 
 
 December 31, 
 (In thousands) 2025 2024 
 Noninterest demand $ 3,897,985 $ 3,352,372 
 Interest-bearing demand 3,993,225 2,667,843 
 Money market 5,141,519 4,086,362 
 Savings 974,694 519,977 
 Time deposits 2,128,055 1,371,522 
 Brokered time certificates 120,865 244,351 
 Total deposits $ 16,256,343 $ 12,242,427 
 
 Securities sold under agreements to repurchase 389,003 232,071 
 
 Total customer funding 1 
 $ 16,524,481 $ 12,180,860 
 
 
 1 Total deposits and securities sold under agreements to repurchase, excluding brokered deposits. Securities sold under agreements to repurchase consists of customer sweep accounts. 
 

 The Company benefits from a diverse and granular deposit base that serves as a significant source of strength. Total deposits increased $4.0 billion, or 33%, to $16.3 billion at December 31, 2025 compared to December 31, 2024. This increase includes $4.2 billion in deposits from the Heartland and VBI acquisitions in the second half of 2025, partially offset by declines of $123 million in brokered deposits. Based on current assumptions, in 2026 we expect organic deposit growth in the low to mid single digits. 
 54 

 Table of Contents 

 Time deposits over $250,000 were $674.6 million and $549.9 million at December 31, 2025 and December 31, 2024, respectively. The following table details the remaining maturities of time deposits greater than $250,000 at December 31, 2025 and December 31, 2024: 
 
 December 31, % of December 31, % of 
 (In thousands, except percentages) 2025 Total 2024 Total 
 
 
 
 
 
 
 
 
 Certificates of Deposit Greater Than $250,000 
 Maturity Group: 
 Three months or less $ 400,315 59% $ 279,868 51% 
 Over three through six months 152,788 23 139,766 25 
 Over six through 12 months 116,309 17 125,895 23 
 Over 12 months 5,141 1 4,405 1 
 Total Certificates of Deposit Greater Than $250,000 $ 674,553 100% $ 549,934 100% 

 Customer repurchase agreements totaled $389.0 million at December 31, 2025, increasing $156.9 million, or 68%, from December 31, 2024, which is primarily a result of the VBI acquisition. Repurchase agreements are offered by Seacoast to select customers who wish to sweep excess balances on a daily basis for investment purposes. 
 At December 31, 2025 and December 31, 2024, long-term debt included $72.8 million and $72.5 million, respectively, related to trust preferred securities issued by trusts organized or acquired by the Company. At December 31, 2025, the average interest rate in effect on our outstanding subordinated debt related to trust preferred securities was 5.77%, compared to 6.34% at December 31, 2024. The acquired junior subordinated debentures were recorded at fair value, which collectively was $2.5 million lower than face value at December 31, 2025. This amount is being amortized into interest expense over the acquired subordinated debts' remaining term to maturity. All trust preferred securities are guaranteed by the Company on a junior subordinated basis. 
 Under Basel III and FRB rules, qualified trust preferred securities and other restricted capital elements can be included as Tier 1 capital, within limitations. The Company believes that its trust preferred securities qualify under these capital rules. 
 In 2022, the Company acquired $12.3 million in senior notes through a bank acquisition, which bore interest at a fixed rate of 5.50%. On October 30, 2025, this debt was fully redeemed, and the remaining $0.2 million unamortized premium was recorded as an adjustment to Interest Expense. 
 In 2023, the Company acquired $25.0 million in subordinated debt through a bank acquisition that qualifies as Tier 2 Capital. Contractual interest is paid on a semiannual basis at a fixed interest rate of 3.375% until January 30, 2027, at which point the rate converts to a 3-month SOFR rate plus 203 basis points paid quarterly until maturity in 2032. The debt was recorded at fair value, resulting in a $3.9 million discount that is being accreted into interest expense over the remaining term to maturity. 
 In 2025, the Company assumed a $17.8 million financing obligation recorded at fair value, through the acquisition of VBI, related to branch properties. The $8.3 million premium is amortized over the 20‑year term using an effective interest rate of approximately 6.20%, with the resulting accretion recognized within Interest Expense. 
 FHLB advances totaled $835.0 million at December 31, 2025 with a weighted-average interest rate of 3.82%, compared to advances outstanding of $245.0 million at December 31, 2024 with a weighted-average interest rate of 4.19%. The Company utilized short-term fixed-rate advances to fund securities purchases in 2025. FHLB advances provide a flexible and collateralized source of wholesale funding. 
 See “Note 9 - Borrowings” to the Company's consolidated financial statements for more detailed information pertaining to borrowings. 
 55 

 
 Table of Contents 

 Off-Balance Sheet Transactions 
 In the normal course of business, the Company may engage in a variety of financial transactions that, under GAAP, either are not recorded on the balance sheet or are recorded on the balance sheet in amounts that differ from the full contract or notional amounts. These transactions involve varying elements of market, credit and liquidity risk. 
 Lending commitments include unfunded loan commitments and standby and commercial letters of credit. For loan commitments, the contractual amount of a commitment represents the maximum potential credit risk that could result if the entire commitment had been funded, the borrower had not performed according to the terms of the contract, and no collateral had been provided. A large majority of loan commitments and standby letters of credit expire without being funded, and accordingly, total contractual amounts are not representative of actual future credit exposure or liquidity requirements. Loan commitments and letters of credit expose the Company to credit risk in the event that the customer draws on the commitment and subsequently fails to perform under the terms of the lending agreement. 
 For commercial customers, loan commitments generally take the form of revolving credit arrangements. For retail customers, loan commitments generally are lines of credit secured by residential property. These instruments are not recorded on the balance sheet until funds are advanced under the commitment. Unfunded commitments to extend credit were $3.5 billion at December 31, 2025, and $2.9 billion at December 31, 2024 (see “Note 15 - Contingent Liabilities and Commitments with Off-Balance Sheet Risk” to the Company’s consolidated financial statements). 
 In the normal course of business, the Company and Seacoast Bank enter into agreements, or are subject to regulatory agreements that result in cash, debt and dividend restrictions. A summary of the most restrictive items follows: 
 Seacoast Bank may be required to maintain reserve balances with the FRB. There was no reserve requirement at December 31, 2025 or December 31, 2024. 
 Under FRB regulation, Seacoast Bank is limited as to the amount it may loan to its affiliates, including the Company, unless such loans are collateralized by specified obligations. At December 31, 2025, the maximum amount available for transfer from Seacoast Bank to the Company in the form of loans approximated $280.6 million if the Company has sufficient acceptable collateral. There were no loans made to affiliates during the periods ending December 31, 2025 and 2024. 
 56 

 
 Table of Contents 

 Presentation of Common and Preferred Shares 
 In the acquisition of VBI on October 1, 2025, Seacoast issued to VBI shareholders a combination of cash, SBCF common shares, and SBCF Series A non-voting convertible preferred shares. Each 1/1,000 th preferred share is convertible to one common share on the date a holder of preferred stock transfers such share of preferred stock to a non-affiliate of the holder. The tables below present additional performance measures to include the treatment of preferred shares as common. The Company believes a calculation presenting all convertible preferred shares as common provides useful supplemental information to the presentation of common share measures, as the Company anticipates they will be converted to common shares in the future. 
 
 Shares issued to VBI shareholders: 
 October 1, 2025 
 SBCF common shares 9,923,263 
 SBCF convertible preferred shares 11,250 
 SBCF common shares upon conversion of convertible preferred shares 11,250,000 

 Outstanding shares at December 31, 2025 treating all convertible preferred shares as common were as follows: 
 
 December 31, 2025 
 Common shares 97,927,843 
 Convertible preferred shares 11,250 
 Total common shares outstanding, treating all convertible preferred shares as common 109,177,843 

 Average common shares outstanding treating all convertible preferred shares as common were as follows: 
 
 Fourth Quarter 
 2025 
 Full Year
2025 
 Average common shares - basic 96,816,460 88,275,748 
 Dilutive effect of employee restricted stock and stock options 944,688 829,953 
 Average common shares - diluted 97,761,148 89,105,701 
 Additional common shares, treating all convertible preferred shares as common 11,250,000 2,835,616 
 Average common shares - diluted, treating all convertible preferred shares
as common 109,011,148 91,941,317 

 Performance measures treating all convertible preferred shares as common were as follows: 
 
 (In thousands, except per share data) Fourth Quarter 
 2025 
 Full Year
2025 
 Net Income $ 34,260 $ 144,878 
 Less preferred stock dividends (2,138) (2,138) 
 Net income available to common shareholders 32,122 142,740 
 Less allocation of earnings to preferred stock (1,429) (2,434) 
 Net income available to common shareholders after allocation of earnings
to preferred stock $ 30,693 $ 140,306 
 
 Net income available to common shareholders after allocation of earnings
to preferred stock $ 30,693 $ 140,306 
 Average common shares - diluted 97,761 89,106 
 Earnings per common share - diluted $ 0.31 $ 1.57 
 
 Net Income $ 34,260 $ 144,878 
 Average common shares - diluted, treating all convertible preferred shares
as common 109,011 91,941 
 Earnings per common share - diluted, treating all convertible preferred shares 
 as common 1 
 $ 0.31 $ 1.58 
 1 Non-GAAP measure - see "Explanation of Certain Unaudited Non-GAAP Financial Measures" for more information and a reconciliation to GAAP. 
 

 57 

 
 Table of Contents 

 Capital Resources and Management 
 The Company's equity capital at December 31, 2025 increased $529.4 million, or 24%, from December 31, 2024, to $2.7 billion. Changes in equity included increases from net income of $144.9 million, the issuance of $357.2 million in common stock in conjunction with bank acquisitions, and an increase in AOCI of $80.7 million primarily related to changes in value of AFS securities, partially offset by the issuance of cash dividends on common and preferred stock totaling $67.7 million. 
 In conjunction with a bank acquisition, the Company issued non-voting convertible preferred stock, and each 1/1,000 th of a share of preferred stock is convertible into one share of Seacoast common stock, subject to certain restrictions. Holders of preferred stock are entitled to receive ratable dividends when dividends are concurrently declared and payable on the shares of Seacoast common stock. See "Note 17 - Business Combinations," for further detail. The convertible preferred stock at December 31, 2025 totaled $343.1 million. 
 Activity in shareholders’ equity for the years ended December 31, 2025 and December 31, 2024 were as follows: 
 
 For the Year Ended December 31, 
 (In thousands) 2025 2024 
 Balance at beginning of period $ 2,183,243 $ 2,108,086 
 Net income 144,878 120,986 
 Stock-based compensation expense 15,742 13,744 
 Common stock transactions related to stock-based employee benefit plans (1,353) 945 
 Issuance of common stock pursuant to acquisitions 357,207 — 
 Repurchase of common stock — (880) 
 Dividends on common stock ($0.73 per share and $0.72 per share, respectively) 
 (65,589) (61,649) 
 Dividends on preferred stock ($0.19 per share) 
 (2,138) — 
 Change in AOCI 80,672 2,011 
 Balance at end of period $ 2,712,662 $ 2,183,243 

 At December 31, 2025, capital ratios for Seacoast and Seacoast Bank are well above regulatory requirements for well-capitalized institutions. Management’s use of risk-based capital ratios in its analysis of the Company’s capital adequacy are not GAAP financial measures. Seacoast’s management uses these measures to assess the quality of capital and believes that investors may find it useful in their analysis of the Company. The capital measures are not necessarily comparable to similar capital measures that may be presented by other companies and Seacoast does not nor should investors consider such non-GAAP financial measures in isolation from, or as a substitute for GAAP financial information (see “Note 13 - Regulatory Capital”). 
 58 

 Table of Contents 

 The following tables show the components of regulatory capital to calculate regulatory capital ratios. 
 
 December 31, 
 (In thousands) 2025 2024 
 Common stock $ 9,873 $ 8,628 
 Additional paid-in capital 2,197,549 1,824,935 
 Retained earnings 603,793 526,642 
 Treasury stock (21,358) (19,095) 
 Less: Goodwill (1,034,735) (732,417) 
 Less: Intangibles (195,704) (71,723) 
 Other 1 
 72,018 24,355 
 CET1 capital $ 1,631,436 $ 1,561,325 
 Convertible preferred stock 343,125 — 
 Qualifying trust preferred debt 72,769 72,488 
 Other 4 6 
 Tier 1 capital $ 2,047,334 $ 1,633,819 
 ACL on loans 1 , as limited 
 176,795 129,465 
 Qualifying subordinated debt 22,392 21,963 
 Tier 2 capital 199,187 151,428 
 Total capital $ 2,246,521 $ 1,785,247 
 
 Risk-weighted assets $ 14,138,491 $ 11,032,279 
 1 Upon adoption of the CECL accounting standard in 2020, the Company elected, in accordance with interagency guidance, to delay the estimated impact on regulatory capital resulting from the implementation of CECL. The transition period was completed during 2025 and no adjustments were made. As of December 31, 2024, the adjustment to Tier 1 Capital and Tier 2 Capital was $6.2 million and $7.5 million, respectively. 
 
 

 
 For the Year Ended December 31, Minimum Regulatory Minimum to be
Well-Capitalized 
 2025 2024 
 Seacoast (Consolidated) 
 Total Risk-Based Capital Ratio 1 
 15.89% 16.18% 8.00% 10.00% 
 Tier 1 Capital Ratio 1 
 14.48 14.81 6.00 6.00 
 CET1 Ratio 1 
 11.54 14.15 4.50 N/A 
 Leverage Ratio 10.16 11.19 4.00 N/A 
 
 Seacoast Bank 
 Total Risk-Based Capital Ratio 1 
 15.07 15.30 8.00 10.00 
 Tier 1 Capital Ratio 1 
 13.82 14.13 6.00 8.00 
 CET1 Ratio 1 
 13.82 14.13 4.50 6.50 
 Leverage Ratio 9.69 10.66 4.00% 5.00% 
 
 1 Regulatory minimum ratios excludes the Basel III capital conservation buffer of 2.5% which, if not exceeded, may constrain dividends, equity repurchases and compensation. 
 

 The Company’s total risk-based capital ratio was 15.89% at December 31, 2025, a decrease from 16.18% at December 31, 2024. As of December 31, 2025, the Bank’s leverage ratio (Tier 1 capital to adjusted total assets) was 9.69%, compared to 10.66% at December 31, 2024, well above the minimum to be well-capitalized under regulatory guidelines. 
 
 
 59 

 Table of Contents 

 The Company and Seacoast Bank are subject to various general regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The appropriate federal bank regulatory authority may prohibit the payment of dividends where it has determined that the payment of dividends would be an unsafe or unsound practice. The Company is a legal entity separate and distinct from Seacoast Bank and its other subsidiaries, and the Company’s primary source of cash and liquidity, other than securities offerings and borrowings, is dividends from its bank subsidiary. Without OCC approval, Seacoast Bank can pay $72.7 million of dividends to the Company (see “Part I. Item 1. Business”). 
 The OCC and the FRB have policies that encourage banks and BHCs to pay dividends from current earnings, and have the general authority to limit the dividends paid by national banks and BHCs, respectively, if such payment may be deemed to constitute an unsafe or unsound practice. If, in the particular circumstances, either of these federal regulators determined that the payment of dividends would constitute an unsafe or unsound banking practice, either the OCC or the FRB may, among other things, issue a cease and desist order prohibiting the payment of dividends by Seacoast Bank or us, respectively. The board of directors of a BHC must consider different factors to ensure that its dividend level, if any, is prudent relative to the organization’s financial position and is not based on overly optimistic earnings scenarios such as any potential events that may occur before the payment date that could affect its ability to pay, while still maintaining a strong financial position. As a general matter, the FRB has indicated that the Board of Directors of a BHC, such as Seacoast, should consult with the FRB and eliminate, defer, or significantly reduce the BHC’s dividends if: (i) its net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or (iii) it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. 
 The Company has paid quarterly dividends to the holders of its common stock since the second quarter of 2021 and began paying dividends on its convertible preferred stock upon issuance in the fourth quarter of 2025. Whether the Company continues to pay quarterly dividends and the amount of any such dividends will be at the discretion of the Company's Board of Directors and will depend on the Company's earnings, financial condition, results of operations, business prospects, capital requirements, regulatory restrictions, and other factors that the Board of Directors may deem relevant. 
 The Company has seven wholly owned trust subsidiaries that have issued trust preferred stock. Trust preferred securities from acquisitions were recorded at fair value when acquired. All trust preferred securities are guaranteed by the Company on a junior subordinated basis. The FRB’s rules permit qualified trust preferred securities and other restricted capital elements to be included under Basel III capital guidelines, with limitations, and net of goodwill and intangibles. The Company believes that its trust preferred securities qualify under these revised regulatory capital rules and believes that it can treat all its trust preferred securities as Tier 1 capital. For regulatory purposes, the trust preferred securities are added to the Company’s tangible common shareholders’ equity to calculate Tier 1 capital. 
 60 

 
 Table of Contents 

 Critical Accounting Policies and Estimates 
 The Company’s consolidated financial statements are prepared in accordance with GAAP, including prevailing practices within the financial services industry. The preparation of consolidated financial statements requires management to make judgments in the application of certain of its accounting policies that involve significant estimates and assumptions. The Company has established policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period. These estimates and assumptions, which may materially affect the reported amounts of certain assets, liabilities, revenues and expenses, are based on information available as of the date of the financial statements, and changes in this information over time and the use of revised estimates and assumptions could materially affect amounts reported in subsequent financial statements. Management, after consultation with the Company’s Audit Committee, believes the most critical accounting estimates and assumptions that involve the most difficult, subjective and complex assessments are: 
 • the allowance and the provision for credit losses; 
 • acquisition accounting and purchased loans; 
 • intangible assets and impairment testing, and; 
 • fair value of financial instruments 
 The following is a discussion of the critical accounting policies intended to facilitate a reader’s understanding of the judgments, estimates and assumptions underlying these accounting policies and the possible or likely events or uncertainties known to the Company that could have a material effect on reported financial information. For more information regarding management’s judgments relating to significant accounting policies and recent accounting pronouncements, see “Note 1 – Significant Accounting Policies” to the Company’s consolidated financial statements. 
 Allowance for Credit Losses 
 The ACL represents management’s best estimate of expected future credit losses related to the loan portfolio at the balance sheet date. The estimate of the ACL requires significant judgment and is based on a variety of factors. Management establishes the allowance using relevant available information from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Economic forecast data is sourced from Moody’s, a firm widely recognized for its research, analysis, and economic forecasts. The forecast may utilize one scenario or a composite of scenarios based on management's judgment and expectations around the current and future macroeconomic outlook. The forecasts of future economic conditions are over a period that has been deemed reasonable and supportable, and in segments where it can no longer develop reasonable and supportable forecasts, the Company reverts to longer-term historical loss experience to estimate losses over the remaining life of the loans. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments. 
 One of the most significant judgments in estimating the ACL relates to the macroeconomic forecasts. As of December 31, 2025, the Company utilized a blend of Moody’s most recent “U.S. Macroeconomic Outlook Baseline” (Baseline), “Alternative Scenario 1 – Upside- 10th Percentile” (S1), and “Alternative Scenario 3 - Downside - 90th Percentile” (S3) scenarios. The weighting applied in the December 31, 2025 analysis is consistent with the weighting applied at December 31, 2024. The forecasted credit losses incorporate numerous macroeconomic variables, although specific variables have a greater impact on the outcome than others. Specifically, changes in expectations indicated by the CRE price index have the most significant impact on the estimate of expected losses for CRE non-owner occupied loans and construction and land development loans, the housing price index is the economic forecast variable most significantly impacting the estimate of expected losses for residential loans, and the unemployment rate is a significant contributor to commercial and consumer loans. 
 Management considers a range of macroeconomic forecast data in connection with the allowance estimation process. It is difficult to estimate how potential changes in any one economic factor might affect the overall allowance because a wide variety of factors and inputs are considered in the allowance estimate. Changes in the factors and inputs may not occur at the same rate and may not be consistent across all product types. Additionally, changes in factors and inputs may be directionally inconsistent, such that improvement in one factor may offset deterioration in others. Under the range of scenarios considered as of December 31, 2025, use of solely Moody’s S3 downside scenario would have resulted in an increase to the modeled allowance results of approximately $71 million or 56 basis points. This estimate reflects the sensitivity of the modeled allowance estimate to macroeconomic forecast data but does not consider other qualitative adjustments that could increase or decrease modeled loss estimates calculated using this alternative economic scenario. 
 61 

 Table of Contents 

 Seacoast conducted an additional sensitivity by increasing loss sensitivities by 5% and 10% to each of the loan pools. Estimated credit losses increased by $7 million and $13 million, respectively, from the probability weighted model outcomes, but does not consider other qualitative adjustments that could increase or decrease modeled loss estimates. Changes in the loss assumptions and forecasts of economic conditions could significantly affect the Company’s estimate of expected credit losses at the balance sheet date or lead to significant changes in the estimate from one reporting period to the next. 
 Qualitative adjustments may be made to modeled reserves based on an assessment of internal and external influences on credit quality not fully reflected in the quantitative components of the allowance model. These influences may include elements such as changes in concentration, macroeconomic conditions, recent observable asset quality trends, staff turnover, regional market conditions, employment levels, model risk, and loan growth. 
 For additional information regarding the Company's methodology for calculating the ACL, see Note 1 – Significant Accounting Policies and Note 5 – Allowance for Credit Losses in the Notes to the Consolidated Financial Statements. 
 Acquisition Accounting and Purchased Loans 
 The Company accounts for acquisitions using the acquisition method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. All loans acquired are recorded at fair value in accordance with the fair value methodology prescribed in ASC Topic 820, Fair Value Measurement . The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of expected principal, interest and other cash flows. Loans are identified as PCD when they have experienced more-than-insignificant deterioration in credit quality since origination. An allowance for expected credit losses on PCD loans is recorded at the date of acquisition through an adjustment to the loans’ amortized cost basis. In contrast, expected credit losses on loans not considered PCD are recognized through the provision for credit losses at the date of acquisition. 
 The non-credit discount or premium related to PCD loans and the fair value adjustment on non-PCD loans are amortized or accreted to Interest and fees on loans over the contractual life of the loans using the effective interest method. In the event of prepayment, unamortized discounts or premiums are recognized in Interest and fees on loans. 
 Fair value estimates for acquired assets and assumed liabilities are based on the information available, and are subject to change for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available. 
 Intangible Assets and Impairment Testing 
 Goodwill represents the excess purchase price over the fair value of net assets acquired in business acquisitions. The CDI, which is the majority of the remaining intangible asset balance, represents the excess intangible value of acquired deposit customer relationships. CDI assets are amortized using an amortization method that reflects the expected value over time, and are evaluated for indications of potential impairment at least annually. Goodwill is not amortized but rather is evaluated for impairment on at least an annual basis. We performed an annual impairment test of goodwill in the fourth quarter of 2025 and concluded that no impairment existed. 
 
 
 Fair Value of Financial Instruments 
 
 
 AFS securities 
 AFS securities are measured at fair value on a recurring basis based on market quotations when available or, if not available, by using quoted market prices for similar securities, pricing models or discounted cash flow analyses, using observable market data where available. The fair value of AFS securities is based upon pricing obtained from third party pricing services. Based on internal review procedures and the fair values provided by the pricing services, the Company believes that the fair values provided by the pricing services are consistent with the principles of ASC Topic 820, Fair Value Measuremen t. On occasion, pricing provided by the pricing services may not be consistent with other observed prices in the market for similar securities. Using observable market factors, including interest rate and yield curves, volatilities, prepayment speeds, loss severities and default rates, the Company may at times validate the observed prices using a discounted cash flow model and using the observed prices for similar securities to determine the fair value of its securities. 
 
 
 Seacoast analyzes AFS debt securities quarterly for credit losses utilizing both quantitative and qualitative assessments to determine if a security has a credit loss. Quantitative assessments are based on a discounted cash flow method. Qualitative assessments consider a range of factors including rating downgrades, subordination, amortized LTV, and the ability of the issuers to pay all amounts due in accordance with the contractual terms. 
 62 

 Table of Contents 

 
 
 For AFS securities, if any portion of the decline in fair value is related to credit, the amount of allowance is determined as the portion related to credit, limited to the difference between the amortized cost basis and the fair value of the security. If the Company has the intent to sell or believes it is more likely than not that it will be required to sell an impaired AFS security before recovery of the amortized cost basis, the credit loss is recorded as a direct write-down of the amortized cost basis. Declines in the fair value of AFS securities that are not considered credit related are recognized in "AOCI" on the Company’s Consolidated Balance Sheet. 
 
 
 Derivatives 
 
 
 The Company enters into derivative contracts, including interest rate swaps, to meet the needs of customers who request such services and to manage the Company's interest rate risk. The fair value of these derivatives is based on a discounted cash flow approach and is based upon the estimated amount the Company would receive or pay to terminate the instruments, taking into account current interest rates and, when appropriate, the current credit worthiness of the counterparties. For additional information regarding the Company's derivatives see Note 6 – Derivatives. 
 
 
 63 

 Table of Contents
SEACOAST BANKING CORP OF FLORIDA 10-K

Item 7. Management’s Discussion and Analysis
